This article provides a comparative analysis of how environmental, social, and governance (ESG) considerations intersect with fiduciary duties in the US, EU, and UK, encompassing common law and civil law traditions. It examines the extent to which ESG objectives align with or obfuscate duties of good faith under each jurisdiction’s regulatory framework. The EU emerges as the most prescriptive, with a robust regime that embeds ESG responsibilities and exposes fiduciaries to potential liability for failing to integrate them. By contrast, the US presents a fragmented and politically polarized landscape. In pro-ESG states, fiduciaries are largely shielded when incorporating ESG factors, whereas in anti-ESG states, they may face liability for doing so, effectively reversing conventional fiduciary risk. The UK occupies an intermediate position, pursuing strategic reforms to align sustainable finance with EU standards while preserving fiduciaries’ discretion. Liability regimes diverge: enforceable obligations exist in the EU, while contractual autonomy and shareholder primacy in the UK and pro-ESG US states mitigate enforcement risks. Across these jurisdictions, the absence of punitive measures makes nonintegration unlikely to trigger liability. This comparative inquiry reveals the intricate, often conflicting legal topographies shaping fiduciary accountability in the era of ESG.
This analysis addresses the topic of claw-back clauses in EU state aid decisions amidst ever growing state aid expenditures, reaching a peak of 329.2 billion in 2021. It begins by briefly examining the status quo of state aid in the EU and the legal basis for state aid decisions. After a general introduction into claw-back clauses as part of the notification proceedings and their general objectives, to limit state aid to the necessary minimum and ensure proportionality, the specific approach of the European Commission on state aid measures based on Article 107 (3) TFEU is discussed. Different designs and approaches of a claw-back clause are then illustrate via the following state aid decisions: Important Projects of Common European Interest (IPCEI) in Microelectronics (ME) and Communication Technologies (CT), STMicroelectronics (ST) – New Silicon Carbide Substrates Plant in Catania, ST and GlobalFoundries (GF) – Semiconductor Manufacturing Facility as well as Brunsbüttel LNG Onshore Terminal. The conclusion then highlights the differences and similarities among the analysed claw-back clauses. After a short comparison to claw-back mechanisms in state aid decision in the United States (US), an outlook and suggestions for improvements of claw-back clauses in state aid decisions going forward is presented.
This article examines the Payment Systems Regulator’s (PSRs) proposal to cap interchange fees on UK–EEA cross-border card transactions, with particular focus on the judicial review initiated by Revolut and Visa. While the proposal has been challenged on the grounds that it exceeds the PSR’s statutory powers under the Financial Services (Banking Reform) Act 2013, the discussion situates the issue within the broader domain of financial regulatory law rather than the narrower framework of general administrative law. The article assesses the PSR’s statutory objectives, the legality and reasonableness of the proposed cap, and the institutional challenges of regulating prices in a highly concentrated payments market dominated by international card schemes. It explores the tensions between the PSR’s duties to promote competition, protect users, and foster innovation, highlighting the complex trade-offs inherent in price-based regulatory interventions. A comparative analysis of the EU Interchange Fee Regulation (IFR), the US Durbin Amendment, and Australian and Canadian regimes highlights three distinct approaches – rigid caps, hybrid models, and dynamic frameworks. The article argues that a more adaptive hybrid model, anchored in explicit legislative authorization, proportional design, and periodic review mechanisms, would offer a more balanced and sustainable regulatory response for the postBrexit UK.
This paper examines the extent to which the European Systematic Internalizer (SI) regime facilitates liquidity in inherently illiquid corporate bond markets and whether policy improvements are needed. It argues that removing pre-trade requirements for non-equity SIs in 2024 aligns with market realities and is therefore proportional. Nonetheless, the reform is insufficient to encourage SIbased liquidity provision. SI can support liquidity by offering investors a reliable option, but the prevailing regime needs strengthening. The consolidated tape programme supporting post-trade data, currently underway, should be accessible and market-friendly, as it will be the only formal source of liquidity visibility for the SI-bond market. Standards for ‘best execution’ and client order handling require a more SI-specific context. Furthermore, SIs could be reliable market makers because they can facilitate order flows and internalize trading. Technical regulations, such as request-for-quote (RFQ) mechanisms and route-order rules, are necessary to encourage SI operations. Due to the shift to a voluntary framework of SI, authorities need to introduce effective deterrence and strengthen monitoring to ensure the application of the regime is legally certain.
The European Commission’s so-called Omnibus I Initiative introduces significant revisions to the Corporate Sustainability Reporting Directive (CSRD) and related frameworks, seeking to enhance EU competitiveness by narrowing the scope of mandatory sustainability reporting, postponing compliance deadlines, and simplifying reporting standards. While these measures are intended to alleviate costs for businesses – particularly SMEs – they raise concerns about information gaps that could undermine the Sustainable Finance Disclosure Regulation (SFDR) and the broader EU sustainable finance architecture, and that could increase financial market participants’ reliance on third-party ESG data and ratings. This article examines the implications of excluding SMEs, particularly listed ones, from mandatory reporting, the Commission’s reliance on voluntary disclosure, and the persistence of the pivotal double materiality principle, which complicates alignment with international standards such as IFRS S1/S2. Although simplification is undoubtedly needed – especially in the mandatorily applicable reporting standards – and may support competitiveness, it calls for a more balanced approach and stronger coordination across regulatory frameworks.
The EU has experienced an increase in Mergers and Acquisitions (M&As) in the space of technology, where Intellectual Property (IP) assets have turned out to be a definite determinant of success. Traditionally recession-resistant assets like patents, copyrights, trademarks, trade secrets, and proprietary technologies are now playing a key role in valuations and transaction results. This paper analyses the legal framework, key issues, and practical suggestions of IP in tech M&A in the EU. The regime of the Unified Patent Court (UPC) and the IP Enforcement Directive offer a balanced system of cross-border business operations, but differences in national legislation and multifaceted EU competition regulations still pose a challenge to stakeholders. The IP due diligence is also important, as it demands evaluations of ownership, enforceability, and the risk of dispute, licensing, and encumbrances. Companies need to make IP portfolios work together and solve the conflict of overlapping or redundant assets after the merger. New valuation and protection complexities emerge with emerging technologies like artificial intelligence and blockchain and can often exceed current frameworks. This paper indicates the significance of sound legal, technical, and financial cooperation, both regional and international, to have sustainable and effective IP management. Meeting these aspects is critical to making the stakeholders realize long-term value in EU tech-sector M&A.
As Vietnam accelerates its institutional integration and competitiveness, the rising intake of applications for the recognition and enforcement of foreign arbitral awards requires greater predictability and legal incentive within its national judicial system. However, the prevailing broad interpretation of the public policy exception in judicial practice presents a significant risk. It is often invoked as a defence mechanism, contravening the pro-enforcement purpose of the New York Convention 1958. This article carries out a normative analysis, integrating comparative law and legal interpretation based on key jurisprudence from France and Singapore, to elucidate the dichotomy between the international public policy model and the judicial minimalism approach. The analysis reveals a critical need for Vietnam to transition its judicial mindset from a logic of legality review, which unreasonably involves a review of the case’s merits, to a framework that treats public policy as an ultimate exception (ultima ratio). This shift is evidently essential for standardizing the understanding of public policy in its international sense. Such a reform will not only protect fundamental national interests but also effectively enhance Vietnam’s capacity to integrate harmoniously with the global legal order.
This paper explores the dynamics of legal convergence and divergence in e-commerce contract laws, with a comparative focus on the United Arab Emirates (UAE) and the United Kingdom (UK). While the UAE, grounded in its civil law tradition, prioritizes arbitration and mediation for dispute resolution, the UK, guided by its common law roots, advances Online Dispute Resolution (ODR) platforms. These differences reflect broader socio-economic, cultural, and legal influences unique to each jurisdiction. By drawing on a detailed comparative analysis of legal frameworks, case law, and regulatory practices, this paper aims to identify actionable steps to harmonize crossborder dispute mechanisms. Ultimately, the study proposes pathways for fostering international cooperation and aligning with global standards, thereby advancing trust and innovation in digital commerce.
In a highly complex case concerning competition law, the Commission imposed several fines on various banking groups (inter alia UBS, UniCredit, Nomura). The core of the dispute concerns the practices of traders at these banking groups, who colluded by exchanging information (mid-prices, yield curves and spreads of bonds traded or being offered on the secondary market, volumes envisaged for purchase at auctions, information on bids, the level of overbidding and overbidding strategies at auctions) to effectively determine the issuance price of sovereign bonds and then resell these bonds on the secondary market. The case is unusual because the ruling by the General Court (GC) of the EU deals with the information channels in question without ever explicitly addressing financial stability or contagion risk. The ruling only refers to financial stability as a concept, without any stated reason. Following the GC’s rules of procedure, European Securities and Markets Authority (ESMA) was invited to provide several elements in response before the judges, although it did not intervene directly in the dispute. Only the ESMA statement explicitly addresses the role of financial stability and supervision of the financial system in the case. Finally, the case concerns behaviour by banks and traders between 2007 and 2011 – a period of major financial instability, including an unprecedented liquidity crisis, a solvency crisis and a major sovereign debt crisis affecting several eurozone Member States (MSs).
The issue of environmental sustainability appears increasingly central and strategic in the definition of economic growth policies both in the European and the Italian legal landscape. In the private sector, the issue of the principles and values to which the acts must adjust has been proposed above all for the regulation of contract law and the classic notion of contract is thus insufficient, if not complemented by the principles of solidarity, subsidiarity and sustainability as shown in the example of the “ecological” energy performance contract. In the field of renewable energy, we are witnessing a gradual process of conversion of energy production and exchange systems from centralised models to decentralised models, where the new legal entities of the prosumer (consumer-producer) and the citizens’ energy/social communities emerge. Starting from the role of the energy consumer as an “actor” and not as a “passive spectator” of this transformation, we address the issue of Sustainable Smart Cities where the new legal forms of energy production and exchange constitute their infrastructures. Although the latter are still being tested, they seem to constitute the necessary sustainable evolution of urban realities. Sustainable development is also based on the concept of energy redevelopment, efficiency and digital energy.
One of the most discussed topics in corporate law is the “real” effectiveness of shareholders’ agreements, i.e. the validity of those clauses that prevent the non-fulfilment of the agreements and that therefore ensure fulfilment of shareholders’ agreements as an alternative to compensatory remedies. In fact, as well known, especially with regard to voting trusts, their legitimacy has always been based on their merely personal and obligatory effectiveness, considering null and void those agreements that include the mentioned “real” mechanisms. In this context, technology and, in particular, the entry of blockchain and smart contracts introduces new possible frontiers that this article, taking as an example the Italian legislation (which provides for a specific regulation of smart contracts), intends to explore by also proposing an interpretative solution and a possible embryonic prototype.
The aim of this study is to briefly present Hungarian company and labor law reflections, or the lack thereof, in relation to global trends and European Union regulations affecting the operation of companies. After a sketchy theoretical introduction analyzing the essence of companies, we will describe the essence of CSR and the approaches to corporate operation that have developed from it, touching on Hungarian aspects. Then, we connect the discussed phenomena on the one hand with two essential legal institutions of Hungarian company law: the obligation to provide information to ensure transparency and the appropriate flow of information, and the special obligation of executive officers (duty of care and loyalty); on the other hand, we present how these rules are positioned in the dogmatics and practice of Hungarian labour law, and how the concepts can be integrated into labour law thinking. Since the emergence of the idea of CSR, labour legislation and enforcement have come a long way, from initial recognition to everyday practice. It will be analysed how the practical application of CSR rules within the framework of the Labour Code is shaping Hungarian labour law practice. Finally we evaluate the current state of Hungarian company and labor law in relation to the analyzed legal problems.
This article considers the potential of decentralized finance (DeFi) to disrupt global financial stability, highlighting its evolving vulnerabilities and emerging systemic risks. While DeFi has yet to trigger a financial crisis, its rapid growth, increasing complexity, and expanding interconnections with traditional finance (TradFi) suggest that it could become a channel for financial instability under stress conditions. While DeFi inherits certain vulnerabilities of TradFi, its reliance on decentralized governance, algorithmic execution, and volatile collateral arrangements generates distinct risk dynamics. The article places a critical emphasis on stablecoins, whose structural fragilities and liquidity mismatches may amplify contagion effects in times of market stress. The article also examines the limitations of built-in risk mitigation mechanisms, such as overcollateralization and automated liquidation, which, in the absence of legal safeguards or supervisory oversight, may not be sufficient to prevent market-wide disruptions. To mitigate the threat that DeFi may pose to financial stability, this article identifies two regulatory priorities: enhancing monitoring and supervision of DeFi’s evolution and fostering international cooperation to mitigate transmission risks inherent in the DeFi ecosystem.
The Cypriot derivative action is an underexplored corporate governance mechanism in literature, and scholarly analysis and commentary on Cypriot case law is limited. This paper discusses the inadequacies of shareholder remedies in Cypriot company law. In particular, it argues that the English common law derivative action as it is implemented by Cypriot company law fails to attain effective shareholder protection and to monitor mismanagement in Cypriot companies. The comparative analysis of the English and Cypriot law explores developments in English case law which have not been expressly considered by the Cypriot judiciary and indicates the difficulties that Cypriot shareholders and Cypriot courts encounter, by following the English procedural rules on derivative claims, which have long been abolished under English law and have been criticized for being inadequate to ensure effective levels of minority shareholder protection. Identifying the deficiencies of the current legal framework in Cyprus, this paper argues that the remedy is doctrinally problematic, weakening minority shareholder protection and concludes that a reform of the Cypriot derivative action is the way towards effective shareholder protection.
The 2024 EU Artificial Intelligence Regulation (AIR, Regulation No. 1689/2024) represents the first comprehensive attempt to establish a harmonized legal framework for artificial intelligence across the European Union. The Regulation is complex and aims to balance market integration with the protection of fundamental rights. Central to its design are two overarching values: the proper functioning of the internal market and the safeguarding of human dignity, health, safety, and fundamental rights, in line with the Charter of Fundamental Rights of the European Union. The AIR builds upon principles articulated by the High-Level Expert Group on AI, including transparency, accountability, technical robustness, and human oversight, to foster the development of trustworthy and anthropocentric AI. Key regulatory issues examined in this contribution include the method of lawmaking – where the Regulation introduces harmonized rather than fully uniform rules – the legal definition of “AI system” in Article 3, and the categorization of high-risk and unacceptable-risk systems under Articles 5 and 6. The Regulation deliberately relies on pre-existing EU frameworks such as unfair commercial practices law and consumer rights directives. Ultimately, the AIR seeks to position Europe as a global standard-setter by ensuring reliable, human-centered AI while promoting innovation and safeguarding the internal market.
Following China’s 2024 Judicial Interpretation on Civil Antitrust Litigation, the article examines how private enforcement of competition law has developed in China and the European Union. Both systems rest on the two modes of contract and tort, although the balance and mechanisms differ. In China, the nullity of agreements reflects the interaction between public and private law. Yet this contract-based approach primarily functions as a sanction and provides limited direct remedies for consumers. In the EU, Article 101(2) TFEU renders anti-competitive agreements void, while the tort model, reinforced by the Damages Directive, enables claims for damages. However, these actions are costly, impose stringent evidentiary burdens, and are often ineffective in addressing harms like deadweight loss. From a consumer perspective, both frameworks therefore fall short. Collective redress mechanisms have emerged as partial remedies, but the expansion of opt-out models continues to encounter institutional and procedural constraints. This paper contributes by placing China’s recent practice in dialogue with EU law and by urging a recalibration of private enforcement through a consumer-oriented perspective. It advocates closer scrutiny of derivative “fruit” agreements within the contractual framework and the exploration of public compensation tools within the tort framework, with the objective of enhancing the effective consumer protection.
Regulation of sustainable financial products is a cornerstone of the EU’s sustainable finance framework, with the Sustainable Finance Disclosure Regulation (SFDR) at its centre. Despite its centrality, the operation of key SFDR provisions is far from straightforward, owing to two principal factors. First, since its adoption, extensive interpretative guidance issued by the European Commission (EC) and the European Supervisory Authorities (ESAs) has substantially shaped SFDR’s application. Second, subsequently adopted legislative acts related to sustainable finance have embedded the SFDR within a broader and increasingly complex regulatory architecture. This article reconstructs that framework by analysing the SFDR’s core provisions together with the interpretative pronouncements of the EC and ESAs. It also examines the SFDR’s interaction with the Taxonomy Regulation (TR), the MiFID II rules on sustainability preferences, and the EU Climate Benchmarks Regulation (CBR). The article argues that the EU framework for sustainable financial products is hampered by conceptual ambiguity, technical complexity, and imperfect coordination between various legislative acts that constitute it. These deficiencies in primary law necessitate reliance on evolving, non-binding guidance to resolve interpretative difficulties, which produces legal uncertainty for market participants. Against the backdrop of the ongoing revision of the SFDR, the EU should heed the lessons learned from the (mal)functioning of the existing framework in order to avoid repeating its shortcomings.
The pawn agreement, usually the contract for indigent and impoverished people, in desperate need for money, in a position only to offer the remaining items (usually valuables such as jewellery or watches of value), is the subject of this legal and historical, but also sociological analysis of this contribution. In going beyond the stereotype of this fascinating contract, in this contribution the pawn agreement is discussed beyond the traditional borders of the Europe of the Middle Ages and the Mounts of Piety. Furthermore, a comparison is traced with antecedents of Roman law, via a diachronic analysis (Roman law) which pushes this research beyond the black letter of law. Therefore, the pledge, and its sui generis version of the pawn, the pledge relating to items that are not fungible, is discussed from a new perspective, which leaves also room for meditating on how and why the regulation of this contract may be so different in various jurisdictions, yet it may be also so convergent in some fundamental pillars, despite the centuries elapsed. A final lesson that can be learned from the perusal of this contract is that an “ancient contract” such as the pawn agreement may be so efficient and so successful also because the role played by regulation as always been the outcome of a right balance between tradition, history and society, on one hand, and new cogent rules and regulations and hyper-regulation, on the other hand.
This article addresses the absence of insolvent trading (IT) provisions in the corporate law of Bangladesh, a significant gap contributing to the continued rise of defaulted loans and wilful corporate defaulters. It examines the key aspects of IT with reference to the current laws of Australia and the UK as guidelines. Employing doctrinal and comparative legal research methods, the study analyses selected IT laws using both primary and secondary sources. The findings highlight the urgent need for Bangladesh to reform its outdated company law, drafted based on its 1913 colonial company legislation. Proposed changes include modernising the definition of “directors,” introducing IT regulation provisions, and clarifying critical terms such as “debts” and “incurring debts.” The article also explores civil and criminal breaches of directors’ duties to prevent IT from occurring, detailing their liabilities, remedies, and defences. However, it excludes a discussion of Australia’s recent “safe harbour” provisions, recommending a separate investigation into that area. The submitted recommendations aim to guide Bangladesh in updating its company legislation to curb unfair financial practices and strengthen economic integrity. Additionally, these reforms could serve as a reference for other jurisdictions lacking robust IT provisions, encouraging broader legal modernisation and fostering corporate accountability.
